0000910472-12-003916 Sample Contracts

NORTHERN LIGHTS FUND TRUST II OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT SUSTAINABLE OPPORTUNITIES FUND

And Security Agreement • December 28th, 2012 • Northern Lights Fund Trust Ii • New York

• Contract Type
  And Security Agreement
• Filed
  December 28th, 2012
• Company
  Northern Lights Fund Trust Ii
• Jurisdiction
  New York

THIS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT (the “Agreement”) is effective as of the 23rd day of January, 2012, as amended December 11, 2012, by and between NORTHERN LIGHTS FUND TRUST II, a Delaware business trust (the “Trust”), on behalf of the SUSTAINABLE OPPORTUNITIES FUND (the “Fund”) a series of the Trust, and the advisor of such Fund, Milliman Financial Risk Management LLC, (the “Advisor”).

DISTRIBUTION PLAN PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 NORTHERN LIGHTS FUND TRUST II On behalf of its series Aftershock Strategies Fund

Distribution Plan • December 28th, 2012 • Northern Lights Fund Trust Ii

• Contract Type
  Distribution Plan
• Filed
  December 28th, 2012
• Company
  Northern Lights Fund Trust Ii

DISTRIBUTION PLAN made as of May 3, 2012 by and between Northern Lights Fund Trust II (the "Trust") on behalf of its separate series, AFTERSHOCK STRATEGIES FUND (the “Fund”) and the distributor for the Funds, Northern Lights Distributors, LLC (the “DISTRIBUTOR”).

NORTHERN LIGHTS FUND TRUST II OPERATING EXPENSES LIMITATION AGREEMENT

Expenses Limitation Agreement • December 28th, 2012 • Northern Lights Fund Trust Ii • New York

• Contract Type
  Expenses Limitation Agreement
• Filed
  December 28th, 2012
• Company
  Northern Lights Fund Trust Ii
• Jurisdiction
  New York

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 28th day of November, 2012, by and between NORTHERN LIGHTS FUND TRUST II, a Delaware statutory trust (the “Trust”), on behalf of the Mariner Hyman Beck Fund, (the “Fund”) a series of the Trust and the Advisor of such Fund, RJO Investment Management, LLC (the “Advisor”).

UNDERWRITING AGREEMENT Between NORTHERN LIGHTS FUND TRUST II and NORTHERN LIGHTS DISTRIBUTORS, LLC

Underwriting Agreement • December 28th, 2012 • Northern Lights Fund Trust Ii • Nebraska

• Contract Type
  Underwriting Agreement
• Filed
  December 28th, 2012
• Company
  Northern Lights Fund Trust Ii
• Jurisdiction
  Nebraska

THIS UNDERWRITING AGREEMENT effective the 10th day of November 2012 by and between NORTHERN LIGHTS FUND TRUST II, a Delaware statutory trust, having its principal office and place of business at 17605 Wright Street, Omaha, Nebraska 68130 (the “Trust”), and NORTHERN LIGHTS DISTRIBUTORS, LLC, a Nebraska limited liability company having its principal office and place of business at 17605 Wright Street, Omaha, Nebraska 68130 (“NLD”).